Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2023 | May 30, 2023 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-41246 | |
Entity Registrant Name | LatAmGrowth SPAC | |
Entity Incorporation, State or Country Code | E9 | |
Entity Tax Identification Number | 98-1605340 | |
Entity Address, Address Line One | Pedregal 24 | |
Entity Address, Address Line Two | 8th Floor | |
Entity Address, Address Line Three | Molino del Rey | |
Entity Address, City or Town | Mexico City | |
Entity Address, Country | MX | |
Entity Address, Postal Zip Code | 11000 | |
City Area Code | +52 | |
Local Phone Number | 55 9178 9015 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | true | |
Entity Central Index Key | 0001868269 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one warrant | ||
Document and Entity Information | ||
Title of 12(b) Security | Units, each consisting of oneClass A ordinary share, $0.0001 par value, and one-half of one warrant | |
Trading Symbol | LATGU | |
Security Exchange Name | NASDAQ | |
Class A ordinary shares | ||
Document and Entity Information | ||
Title of 12(b) Security | Class A ordinary shares | |
Trading Symbol | LATG | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 5,600,483 | |
Warrants | ||
Document and Entity Information | ||
Title of 12(b) Security | Warrants | |
Trading Symbol | LATGW | |
Security Exchange Name | NASDAQ | |
Class B ordinary shares | ||
Document and Entity Information | ||
Entity Common Stock, Shares Outstanding | 3,250,000 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash | $ 934,612 | $ 1,103,214 |
Prepaid expenses | 88,104 | 171,080 |
Total Current Assets | 1,022,716 | 1,274,294 |
Marketable securities held in Trust Account | 135,939,397 | 134,512,063 |
Total Assets | 136,962,113 | 135,786,357 |
Current Liabilities | ||
Accounts payable and accrued expenses | 597,538 | 487,352 |
Due to related party | 319 | |
Total Current Liabilities | 597,538 | 487,671 |
Warrant liabilities | 1,008,000 | 1,728,000 |
Deferred underwriting commissions | 4,550,000 | 4,550,000 |
Total Liabilities | 6,155,538 | 6,765,671 |
Commitments and Contingencies | ||
Shareholders' Deficit | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Accumulated deficit | (5,133,147) | (5,491,702) |
Total Shareholders' Deficit | (5,132,822) | (5,491,377) |
Total Liabilities, Redeemable Ordinary Shares and Shareholders' Deficit | 136,962,113 | 135,786,357 |
Class A ordinary shares | ||
Shareholders' Deficit | ||
Ordinary shares | 0 | 0 |
Class A ordinary shares subject to possible redemption | ||
Current Liabilities | ||
Class A ordinary shares subject to possible redemption, 13,000,000 shares at redemption value of $10.46 and $10.35 at March 31, 2023 and December 31, 2022, respectively | 135,939,397 | 134,512,063 |
Class B ordinary shares | ||
Shareholders' Deficit | ||
Ordinary shares | $ 325 | $ 325 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Preference shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preference shares, shares authorized | 1,000,000 | 1,000,000 |
Preference shares, shares issued | 0 | 0 |
Preference shares, shares outstanding | 0 | 0 |
Class A ordinary shares | ||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 200,000,000 | 200,000,000 |
Class A ordinary shares not subject to possible redemption | ||
Ordinary shares, shares issued | 0 | 0 |
Ordinary shares, shares outstanding | 0 | 0 |
Class A ordinary shares subject to possible redemption | ||
Class A ordinary shares subject to possible redemption, shares outstanding | 13,000,000 | 13,000,000 |
Redemption price per share | $ 10.46 | $ 10.35 |
Class B ordinary shares | ||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 20,000,000 | 20,000,000 |
Ordinary shares, shares issued | 3,250,000 | 3,250,000 |
Ordinary shares, shares outstanding | 3,250,000 | 3,250,000 |
UNAUDITED CONDENSED STATEMENTS
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Formation and operating costs | $ 361,445 | $ 256,459 |
Loss from operations | (361,445) | (256,459) |
Other income (expense): | ||
Gain on change in fair value of warrants | 720,000 | 7,376,500 |
Gain on expiration of overallotment option | 390,000 | |
Trust interest income | 1,427,334 | 12,087 |
Warrant issuance costs | (335,231) | |
Total other income, net | 2,147,334 | 7,443,356 |
Net income | $ 1,785,889 | $ 7,186,897 |
Class A ordinary shares subject to possible redemption | ||
Other income (expense): | ||
Basic weighted average shares outstanding | 13,000,000 | 9,244,444 |
Diluted weighted average shares outstanding | 13,000,000 | 9,244,444 |
Basic net income per share | $ 0.11 | $ 0.58 |
Diluted net income per share | $ 0.11 | $ 0.58 |
Class B ordinary shares | ||
Other income (expense): | ||
Basic weighted average shares outstanding | 3,250,000 | 3,250,000 |
Diluted weighted average shares outstanding | 3,250,000 | 3,250,000 |
Basic net income per share | $ 0.11 | $ 0.58 |
Diluted net income per share | $ 0.11 | $ 0.58 |
UNAUDITED CONDENSED STATEMENT_2
UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($) | Class B ordinary shares Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at the beginning at Dec. 31, 2021 | $ 374 | $ 24,626 | $ (90,535) | $ (65,535) |
Balance at the beginning (in shares) at Dec. 31, 2021 | 3,737,500 | |||
Increase (Decrease) in Stockholders' Equity | ||||
Net income | 7,186,897 | 7,186,897 | ||
Excess cash received over fair value of private placement warrants | 1,896,000 | 1,896,000 | ||
Forfeiture of 487,500 Class B ordinary shares upon expiration of overallotment option | $ (49) | 49 | ||
Forfeiture of 487,500 Class B ordinary shares upon expiration of overallotment option (in shares) | (487,500) | |||
Remeasurement / Accretion of / for Class A ordinary shares to redemption amount | $ (1,920,675) | (13,321,715) | (15,242,390) | |
Balance at the end at Mar. 31, 2022 | $ 325 | (6,225,353) | (6,225,028) | |
Balance at the end (in shares) at Mar. 31, 2022 | 3,250,000 | |||
Balance at the beginning at Dec. 31, 2022 | $ 325 | (5,491,702) | (5,491,377) | |
Balance at the beginning (in shares) at Dec. 31, 2022 | 3,250,000 | |||
Increase (Decrease) in Stockholders' Equity | ||||
Net income | 1,785,889 | 1,785,889 | ||
Remeasurement / Accretion of / for Class A ordinary shares to redemption amount | (1,427,334) | (1,427,334) | ||
Balance at the end at Mar. 31, 2023 | $ 325 | $ (5,133,147) | $ (5,132,822) | |
Balance at the end (in shares) at Mar. 31, 2023 | 3,250,000 |
STATEMENTS OF CHANGES IN SHAREH
STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT (Parenthetical) | 3 Months Ended |
Mar. 31, 2022 shares | |
Class B ordinary shares | Over-allotment option | |
Forfeiture of 487,500 Class B ordinary shares upon expiration of overallotment option (in shares) | 487,500 |
UNAUDITED CONDENSED STATEMENT_3
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities: | ||
Net income | $ 1,785,889 | $ 7,186,897 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Interest earned on marketable securities held in Trust Account | (1,427,334) | (12,087) |
Warrant issuance costs | 335,231 | |
Unrealized gain on change in fair value of warrants | (720,000) | (7,376,500) |
Gain on expiration of overallotment option | (390,000) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 82,976 | (599,181) |
Accounts payable and accrued expenses | 110,186 | 19,737 |
Due to related party | (319) | |
Net cash used in operating activities | (168,602) | (835,903) |
Cash flows from investing Activities: | ||
Principal deposited in Trust Account | (132,600,000) | |
Net cash used in investing activities | (132,600,000) | |
Cash flows from financing Activities: | ||
Proceeds from initial public offering, net of underwriters' discount | 127,400,000 | |
Proceeds from private placement | 7,900,000 | |
Payment of Sponsor promissory note | (142,350) | |
Payment of deferred offering costs | (306,845) | |
Net cash provided by financing activities | 134,850,805 | |
Net change in cash | (168,602) | 1,414,902 |
Cash, beginning of the period | 1,103,214 | 0 |
Cash, end of the period | 934,612 | 1,414,902 |
Supplemental disclosure of cash flow information: | ||
Deferred offering costs included in accounts payable and accrued offering costs and expenses | 250 | |
Remeasurement of Class A ordinary shares to redemption amount | $ 1,427,334 | 15,242,390 |
Deferred underwriting commissions payable charged to additional paid in capital | 4,550,000 | |
Deferred offering costs charged to additional paid in capital | 497,620 | |
Forfeiture of 487,500 founder shares on expiration of overallotment option | 49 | |
Initial fair value of warrant liability | 10,944,000 | |
Deferred offering costs charged to accumulated deficit | $ 82,175 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS (Parenthetical) | Mar. 31, 2023 shares |
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS | |
Forfeiture of founder shares on expiration of overallotment option | 487,500 |
ORGANIZATION AND BUSINESS OPERA
ORGANIZATION AND BUSINESS OPERATION | 3 Months Ended |
Mar. 31, 2023 | |
ORGANIZATION AND BUSINESS OPERATION | |
ORGANIZATION AND BUSINESS OPERATION | NOTE 1—ORGANIZATION AND BUSINESS OPERATION LatAmGrowth SPAC (the “Company”) was incorporated as a Cayman Islands exempted company on May 20, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”). The Company has not selected any Business Combination target. The Company will not be limited to a particular industry or geographic region in its identification and acquisition of a target company, but the Company intends to focus its search on high growth companies in Latin America, including Brazil, as well as businesses located in the United States that cater to the Hispanic community: (1) with significant technological advantages, and/or (2) that are well positioned to benefit from the favorable structural and secular trends of the emerging middle class. As of March 31, 2023, the Company had not commenced any operations. All activity for the period from May 20, 2021 (inception) through March 31, 2023 relates to the Company’s formation and IPO described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO (as defined below). The Company has selected December 31 as its fiscal year end. The Company’s sponsor is LatAmGrowth Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s initial public offering was declared effective on January 24, 2022 (the “Effective Date”). On January 27, 2022, the Company consummated the Public Offering of 13,000,000 units, (the “Units” and, with respect to the ordinary shares included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $130,000,000, which is discussed in Note 3. Simultaneously with the closing of the IPO, the Company consummated the sale of 7,900,000 warrants (the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant in a private placement to the Sponsor, generating gross proceeds of $7,900,000, which is discussed in Note 4. Transaction costs amounted to $7,647,620 consisting of $2,600,000 of underwriting discount, $4,550,000 of deferred underwriting discount, and $497,620 of other offering costs. In addition, $2,494,203 of cash was held outside of the Trust Account (as defined below) and is available for working capital purposes. The Company must complete one or more Business Combinations having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the Company’s signing a definitive agreement in connection with the initial Business Combination. However, the Company will only complete such Business Combination if the post transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940 (the “Investment Company Act”). There is no assurance that the Company will be able to complete a Business Combination successfully. Following the closing of the IPO on January 27, 2022, an amount of $132,600,000 ($10.20 per Unit) from the net proceeds of the sale of the public units in the IPO and the sale of the Private Placement Warrants was placed in a Trust Account (“Trust Account”) and will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act that invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the proceeds from the IPO and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest of (i) the completion of the initial Business Combination, (ii) the redemption of the public shares if the Company has not completed its initial Business Combination within the time frame to consummate the business combination period (the “Combination Period”) as defined in its amended and restated memorandum and articles of association or during any extended time that the Company has to consummate a Business Combination as a result of a shareholder vote to amend its amended and restated memorandum and articles of association or (iii) the redemption of the public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association to (A) modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the public shares if the Company has not consummated an initial Business Combination within the Combination Period or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity. The Company will provide its public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the initial Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require the Company to seek shareholder approval under applicable law or stock exchange listing requirements. The shareholders will be entitled to redeem their shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then outstanding public shares, subject to the limitations and on conditions described in the Prospectus. The amount in the Trust Account is $10.46 per public share as of March 31, 2023. The per-share amount the Company will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters. Ordinary shares subject to redemption are recorded at redemption value and classified as temporary equity following the completion of the IPO, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” On April 13, 2023, the Company convened an extraordinary general meeting (the “Extraordinary General Meeting”) virtually, to vote on a proposal to 1) the proposal to extend the date by which the Company must complete its Business Combination from April 27, 2023 to November 27, 2023 (the “Extension Amendment Proposal”), 2) the proposal to amend the Investment Management Trust Agreement, dated January 24, 2022 (the “Trust Agreement”), to allow the Company to extend, on a month to month basis, the date on which the Trustee must liquidate the Trust Account established by the Company in connection with the IPO if the Company has not completed its initial business combination, from April 27, 2023 to up to November 27, 2023 by depositing into the Trust Account the lesser of $150,000 or $0.0375 per Public Share that remains outstanding and is not redeemed in connection with the Extension Amendment per calendar month commencing on April 27, 2023 (the “Trust Amendment Proposal”), 3) the proposal to amend the Company's amended and restated memorandum and articles of association to provide for the right of a holder of the Company’s Class B ordinary shares, par value $0.0001 per share, to convert into Class A ordinary shares on a one-for-one basis prior to the closing of an Business Combination at the election of the holder (the “Founder Share Amendment Proposal”), 4) the proposal to remove the limitation that the Company shall not redeem Public Shares to the extent that such redemption would cause the Company’s net tangible assets to be less than $5,000,001 (the “Redemption Limitation Amendment Proposal” and together with the Extension Limitation Proposal, the Trust Amendment Proposal the Founder Share Amendment Proposal and the Extension Amendment Proposal, the “Proposals”). This proposal was passed, which gives the Company an additional 7 months to consummate its Business Combination under the Combination Period. On April 13, 2023, the Company’s shareholders approved the Trust Amendment to the previously entered into to the Trust Agreement (See Note 9). Additionally, at the Extraordinary General Meeting, holders of Public Shares were afforded the opportunity to require the Company to redeem their Public Shares for their pro rata share of the Trust Account. 7,399,517 of the 13,000,000 Public Shares were redeemed at a redemption price of approximately $10.47 per share for an aggregate redemption amount of approximately $77.5 million, leaving 5,600,483 Public Shares remaining outstanding. Following this redemption, the balance in the Trust Account was approximately $58.6 million (See Note 9). The Company also issued a non-interest bearing non-convertible unsecured promissory note to the Sponsor for a principal amount of up to $1,050,000 to fund the contributions to the Company’s Trust Account in connection with the Extension Amendment and the Trust Amendment. On April 27, 2023, the Sponsor deposited $150,000 into the Trust Account (See Note 9). If the Company has not consummated the Business Combination within the Combination Period, the Company will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten The Sponsor and each member of the management team have agreed to (i) waive their redemption rights with respect to their founder shares and public shares in connection with the completion of the initial Business Combination; (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the public shares if the Company has not consummated an initial Business Combination within the Combination Period or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete the initial Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete its initial Business Combination within the prescribed time frame; and (iv) vote any founder shares held by them and any public shares purchased during or after the IPO (including in open market and privately-negotiated transactions) in favor of the initial Business Combination. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.20 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor have the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot provide assurance that the Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for the initial Business Combination and redemptions could be reduced to less than $10.20 per public share. In such event, the Company may not be able to complete the initial Business Combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Liquidity and Going Concern Considerations As of March 31, 2023, the Company had $934,612 cash on hand and working capital of $425,178. On January 27, 2022, the Company consummated its IPO of 13,000,000 units, at $10.00 per unit, generating gross proceeds of $130.0 million. Simultaneously with the closing of the Company’s IPO, it consummated the sale of 7,900,000 private placement warrants at a price of $1.00 per private placement warrant in a private placement to its Sponsor, generating gross proceeds of $7.9 million. Prior to the completion of the IPO, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the unaudited condensed financial statements. At the IPO date, cash of $2,494,203 in excess of the funds deposited in the Trust Account and/or used to fund offering expenses was released to the Company for general working capital purposes. The Company cannot provide assurance that the cash held outside the trust account will be sufficient to meet its financial obligations over a period of one year from the issuance of its unaudited condensed financial statements. Until consummation of its initial Business Combination, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. The Company can raise additional capital through Working Capital Loans from the Sponsor, an affiliate of the Sponsor, certain of the Company’s officers and directors, or through loans from third parties. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of its business plan, and reducing overhead expenses. The Company cannot provide assurance that new financing will be available to it on commercially acceptable terms, if at all. On April 13, 2023, at the Extraordinary General Meeting, in connection with the approval of the Extension Amendment Proposal, the Sponsor has agreed to contribute into the trust account the lesser of (x) an aggregate of $150,000 or (y) $0.0375 per share for each public share that was not redeemed at the Extraordinary General Meeting for each monthly period (commencing April 27, 2023) or prior thereof, until the earlier of the completion of the initial business combination and November 27, 2023. The Company also issued a non-interest bearing non-convertible unsecured promissory note to the Sponsor for a principal amount of up to $1,050,000 to fund the contributions to the Company’s trust account in connection with the Extension Amendment and Trust Amendment. If a business combination is not consummated by the required date and the Company is unable to obtain the funding to extend the business combination period beyond the initial deadline, there will be a mandatory liquidation and subsequent dissolution. In connection with the Company’s assessment of going concern considerations in accordance with the authoritative guidance in FASB ASU 2014-15, management has determined that the cash and working capital need, including mandatory liquidation and subsequent dissolution, should the Company be unable to complete a business combination, raises substantial doubt about the Company’s ability to continue as a going concern for the next twelve months from the issuance of these unaudited condensed financial statements. Risks and Uncertainties Management is currently evaluating the impact of the Russia-Ukraine war and has concluded that while it is reasonably possible that the virus and war could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. Consideration of IR Act Excise Tax On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2023 | |
SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION | |
SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION | NOTE 2—SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in unaudited condensed financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Prospectus which contains the audited financial statements and notes thereto included in the Form 10-K annual report filed by the Company with the SEC on April 19, 2023. The interim results for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future interim periods. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non- emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of unaudited condensed financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these unaudited condensed financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2023 and December 31, 2022. The Company held cash of $934,612 and $1,103,214 as of March 31, 2023 and December 31, 2022, respectively. Marketable Securities Held in Trust Account At March 31, 2023 and December 31, 2022, the Company held $135,939,397 and $134,512,063, respectively, in the Trust Account which consisted entirely of funds which invest only in cash and U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the condensed balance sheets at fair value at the end of each reporting period. Dividend income from securities in the Trust Account is included in interest earned on marketable securities held in Trust Account in the accompanying statements of operations. Unrealized gains and losses resulting from the change in fair value of investments held in Trust Account are included in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Warrant Liabilities The Company assessed its warrants under ASC 480-25, “Distinguishing liabilities from equity” and ASC 815-40 “Derivatives and Hedging—Contracts in Entity’s Own Equity”. The Company accounts for the Public Warrants (as defined below) and Private Placement Warrants (collectively, the “Warrants”) as derivative liabilities. A provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Company accounts for Warrants for shares of the Company’s common stock that are not indexed to its own stock as derivative liabilities at fair value on the balance sheets and measured at fair value at inception (on the date of the Initial Public Offering) and at each reporting date in accordance with ASC 820, with changes in fair value recognized in the statements of operations in the period of change. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed balance sheets, primarily due to its short-term nature. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The Company’s financial instruments are classified as either Level 1, Level 2 or Level 3. These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Derivative Financial Instruments and Warrant and Over-allotment Liability The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity and measurement of fair value is re-assessed at the end of each reporting period. In accordance with ASC 825-10 “Financial Instruments”, offering costs attributable to the issuance of the derivative warrant liabilities and overallotment option have been allocated based on their relative fair value of total proceeds and are recognized in the condensed statements of operations as incurred. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or the creation of current liabilities. The Company accounts for warrants and over-allotment as either equity-classified or liability-classified instruments based on an assessment of the warrant and over-allotment option’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants and over-allotment option are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants and over-allotment option meet all of the requirements for equity classification under ASC 815, including whether the warrants and over-allotment option are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment is conducted at the time of warrant and over-allotment option issuance and as of each subsequent quarterly period end date while the warrants and over-allotment option are outstanding. For warrants and over-allotment option that meet all of the criteria for equity classification, they are recorded as a component of additional paid-in capital at the time of issuance. For warrants and over-allotment that do not meet all the criteria for equity classification, they are required to be recorded as a liability at their initial fair value on the date of issuance, and each condensed balance sheet date thereafter. Changes in the estimated fair value of the warrants and over-allotment option are recognized as a non-cash gain or loss on the condensed statements of operations. The Company accounted for the Public Warrants (see Note 3), Private Placement Warrants (see Note 4) (together with the Public Warrants, the “Warrants”) and over-allotment option (Note 6) in accordance with the guidance contained in ASC 815-40. The Warrants and over-allotment are not considered indexed to the Company’s own ordinary shares, and as such, they do not meet the criteria for equity treatment and are recorded as liabilities. Income Taxes The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March 31, 2023 and December 31, 2022. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of March 31, 2023 and December 31, 2022, there were no unrecognized tax benefits and no amounts were accrued for the payment of interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited condensed financial statements. Net Income Per Share We comply with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income per share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture by the Sponsor. At March 31, 2023 and March 31, 2022, weighted average shares were reduced for the effect of an aggregate of 487,500 Class B ordinary shares that were subject to forfeiture if the over-allotment option was not exercised by the underwriters. At March 31, 2023 and March 31, 2022, we did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in our earnings. As a result, diluted income per share is the same as basic income per share for the period presented. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares: For the Three Months Ended March 31, 2023 2022 Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income $ 1,428,711 $ 357,178 $ 5,317,473 $ 1,869,424 Denominator: Weighted average shares outstanding 13,000,000 3,250,000 9,244,444 3,250,000 Basic and diluted net income per share $ 0.11 $ 0.11 $ 0.58 $ 0.58 Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1, SEC Staff Accounting bulletin Topic 5A – “Expenses of Offering”, and SEC Staff Accounting bulletin Topic 5T – “Accounting for Expenses or Liabilities Paid by Principal Stockholder(s)”. Offering costs consist principally of professional and registration fees incurred through the condensed balance sheet date that are related to the IPO. Offering costs directly attributable to the issuance of an equity contract to be classified in temporary equity are recorded as a reduction of equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. The Company incurred offering costs amounting to $7,647,620 as a result of the IPO (consisting of $2,600,000 of underwriting fees, $4,550,000 of deferred underwriting fees, and $497,620 of other offering costs). The Company recorded $7,253,390 of offering costs as a reduction of temporary equity in connection with the Class A ordinary shares included in the Units. The Company immediately expensed $335,231 of offering costs in connection with the Public Warrants, Private Placement Warrants and over-allotment option that were classified as liabilities. Class A Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ deficit. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption is presented as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed balance sheets. As of March 31, 2023 and December 31, 2022, the amount of Class A ordinary shares reflected on the condensed balance sheets are reconciled in the following table: Gross proceeds from IPO $ 130,000,000 Less: Fair value of proceeds allocated to Public Warrants (4,940,000) Fair value of proceeds allocated to overallotment liability (390,000) Class A ordinary shares issuance cost (7,312,390) Plus: Remeasurement of Class A ordinary shares subject to possible redemption at initial public offering 17,154,453 Class A ordinary shares subject to possible redemption as of December 31, 2022 134,512,063 Plus: Remeasurement of Class A ordinary shares subject to possible redemption 1,427,334 Class A ordinary shares subject to possible redemption as of March 31, 2023 $ 135,939,397 Redeemable Share Classification The Company’s ordinary shares that will be sold as part of the Units in the IPO (“public ordinary shares”) contain a redemption feature which allows for the redemption of such public shares in connection with a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies public ordinary shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The public ordinary shares sold as part of the Units in the IPO will be issued with other freestanding instruments (i.e., Public Warrants) and as such, the initial carrying value of public ordinary shares classified as temporary equity, and the Public Warrants will be considered a derivative liability and as such, the fair value of the Public Warrants is bifurcated and presented as a liability. The public ordinary shares are subject to ASC 480-10-S99 and are currently not redeemable as the redemption is contingent upon the occurrence of events mentioned above. Recent Accounting Pronouncements In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13 – Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). This update requires financial assets measured at amortized cost basis to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. Since June 2016, the FASB issued clarifying updates to the new standard including changing the effective date for smaller reporting companies. The guidance is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2016-13 on January 1, 2023. The adoption of ASU 2016-13 did not have a material impact on its financial statements. The Company’s management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying unaudited condensed financial statements. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 3 Months Ended |
Mar. 31, 2023 | |
INITIAL PUBLIC OFFERING | |
INITIAL PUBLIC OFFERING | NOTE 3—INITIAL PUBLIC OFFERING On January 27, 2022, the Company consummated its IPO of 13,000,000 units at $10.00 per Unit, generating gross proceeds of $130,000,000. Each Unit consists of one Class A ordinary share and one |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 3 Months Ended |
Mar. 31, 2023 | |
PRIVATE PLACEMENT | |
PRIVATE PLACEMENT | NOTE 4—PRIVATE PLACEMENT Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 7,900,000 warrants at a price of $1.00 per warrant (the “Private Placement Warrants”), for an aggregate purchase price of $7,900,000. The Private Placement Warrants are identical to the warrants sold in the IPO except that the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) will not be redeemable by the Company, (ii) may not (including the Class A ordinary shares issuable upon exercise of these Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company’s initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units being sold in the IPO. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2023 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 5—RELATED PARTY TRANSACTIONS Founder Shares On June 2, 2021, the Sponsor paid $25,000, or approximately $0.007 per share, to cover certain offering costs in consideration for 3,737,500 Class B ordinary shares, par value $0.0001. Up to 487,500 Founder Shares were subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option is exercised. In March 2022, the Sponsor effected a surrender of the 487,500 founder shares to the Company for no consideration upon expiration of the over-allotment option. The holders of the Company’s founder shares prior to the IPO (the “initial shareholders”) have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issuable upon conversion thereof until the earlier to occur of: (i) one year after the completion of the initial Business Combination or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the initial shareholders with respect to any founder shares (Lock-up). Notwithstanding the foregoing, if (1) the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (2) the Company consummates a transaction after the initial Business Combination which results in the shareholders having the right to exchange their shares for cash, securities or other property, the founder shares will be released from the lock-up. The sale or allocation of the Founders Shares to the Company’s director nominees and affiliates of its Sponsor group, as described above, is within the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The fair value of the 22,000 shares transferred to the Company’s consultants on April 1, 2022 was $101,640 or $4.62 per share. The Founders Shares were effectively sold subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. Stock-based compensation would be recognized at the date a Business Combination is considered probable in an amount equal to the number of Founders Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founders Shares. As of March 31, 2023, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized. Promissory Note—Related Party On June 2, 2021, the Sponsor agreed to loan the Company up to $300,000 to be used for a portion of the expenses of the IPO. These loans were non-interest bearing, unsecured and are due at the earlier of June 15, 2022 or the closing of the IPO. At the IPO date, the Company paid $142,350 to the Sponsor in full repayment of the promissory note. As of March 31, 2023 and December 31, 2022, the Company had no outstanding balance under the Promissory Note, respectively. On April 27, 2023, the Company issued a non-interest bearing non-convertible unsecured promissory note to the Sponsor for a principal amount of up to $1,050,000 to fund the contributions to the Company’s Trust Account in connection with the Extension Amendment and the Trust Amendment. On April 27, 2023, the Sponsor deposited $150,000 into the Trust Account (See Note 9). Working Capital Loans In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes its initial Business Combination, the Company would repay the Working Capital Loans. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of the Working Capital Loans may be convertible into Private Placement Warrants of the post Business Combination entity at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. As of March 31, 2023 and December 31, 2022, the Company had no borrowings under the Working Capital Loans. |
COMMITMENTS & CONTINGENCIES
COMMITMENTS & CONTINGENCIES | 3 Months Ended |
Mar. 31, 2023 | |
COMMITMENTS & CONTINGENCIES | |
COMMITMENTS & CONTINGENCIES | NOTE 6—COMMITMENTS & CONTINGENCIES Registration and Shareholder Rights The holders of the (i) founder shares, which were issued in a private placement prior to the closing of the IPO, (ii) Private Placement Warrants, which were issued in a private placement simultaneously with the closing of the IPO and the Class A ordinary shares underlying such Private Placement Warrants and (iii) Private Placement Warrants that may be issued upon conversion of working capital loans have registration rights to require the Company to use its best efforts to register a sale of any of its securities held by them pursuant to a registration rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day The underwriters received a cash underwriting discount of two percent (2%) of the gross proceeds of the IPO, or $2,600,000. Additionally, the underwriters will be entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the IPO, or $4,550,000, upon the completion of the Company’s initial Business Combination. Forward Purchase Agreement An affiliate of the Sponsor (the “Sponsor Affiliate”) entered into a forward purchase agreement with the Company in connection with the IPO that provides for the purchase by the Sponsor Affiliate of an aggregate of up to 4,000,000 units, each consisting of one Class A ordinary share and one The forward purchase shares are identical to the Class A ordinary shares included in the units sold in the IPO, except that pursuant to the forward purchase agreement, they are not transferable, assignable or salable until 30 days after the completion of our initial business combination, subject to limited exceptions. The forward purchase warrants have the same terms as the private placement warrants. |
SHAREHOLDERS' DEFICIT
SHAREHOLDERS' DEFICIT | 3 Months Ended |
Mar. 31, 2023 | |
SHAREHOLDERS' DEFICIT | |
SHAREHOLDERS' DEFICIT | NOTE 7—SHAREHOLDER’S DEFICIT Preference shares Class A ordinary shares Class B ordinary shares issued outstanding Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders except as required by law. Unless specified in the Company’s amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act or applicable stock exchange rules, the affirmative vote of a majority of the Company’s ordinary shares that are voted is required to approve any such matter voted on by its shareholders. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of working capital loans; provided that such conversion of founder shares will never occur on a less than one-for-one basis. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2023 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | NOTE 8—FAIR VALUE MEASUREMENTS The following table presents information about the Company’s liabilities that are measured at fair value on March 31, 2023 and December 31, 2022 and indicates the Level 3 fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Quoted Significant Significant Prices in Other Other Active Observable Unobservable March 31, Markets Inputs Inputs 2023 (Level 1) (Level 2) (Level 3) Liabilities Warrant liabilities – Public Warrants $ 455,000 $ 455,000 $ — $ — Warrant liabilities – Private Placement Warrants 553,000 — 553,000 — $ 1,008,000 $ 455,000 $ 553,000 $ — Quoted Significant Significant Prices in Other Other Active Observable Unobservable December 31, Markets Inputs Inputs 2022 (Level 1) (Level 2) (Level 3) Liabilities Warrant liabilities – Public Warrants $ 780,000 $ 780,000 $ — $ — Warrant liabilities – Private Placement Warrants 948,000 — 948,000 — $ 1,728,000 $ 780,000 $ 948,000 $ — The Public Warrants and the Private Placement Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within liabilities on the condensed balance sheets. The warrant liabilities were measured at fair value at inception and remeasured on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the condensed statements of operations. The overallotment option was accounted for as a liability in accordance with ASC 815-40 and was presented within liabilities on the condensed balance sheets from January 27, 2022 up to its expiration on March 10, 2022. The overallotment liability was measured at fair value at inception. The expiration of the overallotment resulted in a gain of $390,000 which is presented within gain on expiration of overallotment option in the condensed statements of operations. The Company used a Binomial Option Pricing Model to value the Private Placement Warrants and a Black-Scholes model to value the overallotment option at the initial measurement date. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A ordinary shares and one At March 31, 2023 and December 31, 2022, the Company used the quoted price on Nasdaq to establish the fair value of the Public Warrants and transferred the Public Warrants from Level 3 to Level 1 due to the use of observable inputs. The Private Warrants were transferred to a Level 2 from a Level 3 during the year ended December 31, 2022, due to the use of an observable market quote for a similar asset in an active market. At March 31, 2023 and December 31, 2022 the Company’s Public Warrant pricing was used to price the Private Warrants. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2023 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 9—SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the condensed balance sheet date up to the date that the unaudited condensed financial statements were issued. Based on this review, other than described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. On April 13, 2023, the Company convened an extraordinary general meeting (the “Extraordinary General Meeting”) virtually, to vote on a proposal to 1) the proposal to extend the date by which the Company must complete its Business Combination from April 27, 2023 to November 27, 2023 (the “Extension Amendment Proposal”), 2) the proposal to amend the Investment Management Trust Agreement, dated January 24, 2022 (the “Trust Agreement”), to allow the Company to extend, on a month to month basis, the date on which the Trustee must liquidate the Trust Account established by the Company in connection with the IPO if the Company has not completed its initial business combination, from April 27, 2023 to up to November 27, 2023 by depositing into the Trust Account the lesser of $150,000 or $0.0375 per Public Share that remains outstanding and is not redeemed in connection with the Extension Amendment per calendar month commencing on April 27, 2023 (the “Trust Amendment Proposal”), 3) the proposal to amend the Company's amended and restated memorandum and articles of association to provide for the right of a holder of the Company’s Class B ordinary shares, par value $0.0001 per share, to convert into Class A ordinary shares on a one-for-one basis prior to the closing of an Business Combination at the election of the holder (the “Founder Share Amendment Proposal”), 4) the proposal to remove the limitation that the Company shall not redeem Public Shares to the extent that such redemption would cause the Company’s net tangible assets to be less than $5,000,001 (the “Redemption Limitation Amendment Proposal” and together with the Extension Limitation Proposal, the Trust Amendment Proposal the Founder Share Amendment Proposal and the Extension Amendment Proposal, the “Proposals”). This proposal was passed, which gives the Company an additional 7 months to consummate its Business Combination under the Combination Period. On April 13, 2023, the Company’s shareholders approved the Trust Amendment to the previously entered into to the Trust Agreement (See Note 1). Additionally, at the Extraordinary General Meeting, holders of Public Shares were afforded the opportunity to require the Company to redeem their Public Shares for their pro rata share of the Trust Account. 7,399,517 of the 13,000,000 Public Shares were redeemed at a redemption price of approximately $10.47 per share for an aggregate redemption amount of approximately $77.5 million, leaving 5,600,483 Public Shares remaining outstanding. Following this redemption, the balance in the Trust Account was approximately $58.6 million (See Note 1). On April 27, 2023, the Company issued a non-interest bearing non-convertible unsecured promissory note to the Sponsor for a principal amount of up to $1,050,000 to fund the contributions to the Company’s Trust Account in connection with the Extension Amendment and the Trust Amendment. On April 27, 2023, the Sponsor deposited $150,000 into the Trust Account (See Note 5). |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in unaudited condensed financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Prospectus which contains the audited financial statements and notes thereto included in the Form 10-K annual report filed by the Company with the SEC on April 19, 2023. The interim results for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future interim periods. |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non- emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of unaudited condensed financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these unaudited condensed financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly, the actual results could differ significantly from those estimates. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2023 and December 31, 2022. The Company held cash of $934,612 and $1,103,214 as of March 31, 2023 and December 31, 2022, respectively. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At March 31, 2023 and December 31, 2022, the Company held $135,939,397 and $134,512,063, respectively, in the Trust Account which consisted entirely of funds which invest only in cash and U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the condensed balance sheets at fair value at the end of each reporting period. Dividend income from securities in the Trust Account is included in interest earned on marketable securities held in Trust Account in the accompanying statements of operations. Unrealized gains and losses resulting from the change in fair value of investments held in Trust Account are included in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. |
Warrant Liabilities | Warrant Liabilities The Company assessed its warrants under ASC 480-25, “Distinguishing liabilities from equity” and ASC 815-40 “Derivatives and Hedging—Contracts in Entity’s Own Equity”. The Company accounts for the Public Warrants (as defined below) and Private Placement Warrants (collectively, the “Warrants”) as derivative liabilities. A provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Company accounts for Warrants for shares of the Company’s common stock that are not indexed to its own stock as derivative liabilities at fair value on the balance sheets and measured at fair value at inception (on the date of the Initial Public Offering) and at each reporting date in accordance with ASC 820, with changes in fair value recognized in the statements of operations in the period of change. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed balance sheets, primarily due to its short-term nature. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The Company’s financial instruments are classified as either Level 1, Level 2 or Level 3. These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
Derivative Financial Instruments and Warrant and Over-allotment Liability | Derivative Financial Instruments and Warrant and Over-allotment Liability The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity and measurement of fair value is re-assessed at the end of each reporting period. In accordance with ASC 825-10 “Financial Instruments”, offering costs attributable to the issuance of the derivative warrant liabilities and overallotment option have been allocated based on their relative fair value of total proceeds and are recognized in the condensed statements of operations as incurred. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or the creation of current liabilities. The Company accounts for warrants and over-allotment as either equity-classified or liability-classified instruments based on an assessment of the warrant and over-allotment option’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants and over-allotment option are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants and over-allotment option meet all of the requirements for equity classification under ASC 815, including whether the warrants and over-allotment option are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment is conducted at the time of warrant and over-allotment option issuance and as of each subsequent quarterly period end date while the warrants and over-allotment option are outstanding. For warrants and over-allotment option that meet all of the criteria for equity classification, they are recorded as a component of additional paid-in capital at the time of issuance. For warrants and over-allotment that do not meet all the criteria for equity classification, they are required to be recorded as a liability at their initial fair value on the date of issuance, and each condensed balance sheet date thereafter. Changes in the estimated fair value of the warrants and over-allotment option are recognized as a non-cash gain or loss on the condensed statements of operations. The Company accounted for the Public Warrants (see Note 3), Private Placement Warrants (see Note 4) (together with the Public Warrants, the “Warrants”) and over-allotment option (Note 6) in accordance with the guidance contained in ASC 815-40. The Warrants and over-allotment are not considered indexed to the Company’s own ordinary shares, and as such, they do not meet the criteria for equity treatment and are recorded as liabilities. |
Income Taxes | Income Taxes The Company accounts for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March 31, 2023 and December 31, 2022. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of March 31, 2023 and December 31, 2022, there were no unrecognized tax benefits and no amounts were accrued for the payment of interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited condensed financial statements. |
Net Income Per Share | Net Income Per Share We comply with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income per share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture by the Sponsor. At March 31, 2023 and March 31, 2022, weighted average shares were reduced for the effect of an aggregate of 487,500 Class B ordinary shares that were subject to forfeiture if the over-allotment option was not exercised by the underwriters. At March 31, 2023 and March 31, 2022, we did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in our earnings. As a result, diluted income per share is the same as basic income per share for the period presented. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares: For the Three Months Ended March 31, 2023 2022 Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income $ 1,428,711 $ 357,178 $ 5,317,473 $ 1,869,424 Denominator: Weighted average shares outstanding 13,000,000 3,250,000 9,244,444 3,250,000 Basic and diluted net income per share $ 0.11 $ 0.11 $ 0.58 $ 0.58 |
Offering Costs associated with the Initial Public Offering | Offering Costs associated with the Initial Public Offering The Company complies with the requirements of ASC 340-10-S99-1, SEC Staff Accounting bulletin Topic 5A – “Expenses of Offering”, and SEC Staff Accounting bulletin Topic 5T – “Accounting for Expenses or Liabilities Paid by Principal Stockholder(s)”. Offering costs consist principally of professional and registration fees incurred through the condensed balance sheet date that are related to the IPO. Offering costs directly attributable to the issuance of an equity contract to be classified in temporary equity are recorded as a reduction of equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. The Company incurred offering costs amounting to $7,647,620 as a result of the IPO (consisting of $2,600,000 of underwriting fees, $4,550,000 of deferred underwriting fees, and $497,620 of other offering costs). The Company recorded $7,253,390 of offering costs as a reduction of temporary equity in connection with the Class A ordinary shares included in the Units. The Company immediately expensed $335,231 of offering costs in connection with the Public Warrants, Private Placement Warrants and over-allotment option that were classified as liabilities. |
Class A Shares Subject to Possible Redemption | Class A Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ deficit. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption is presented as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed balance sheets. As of March 31, 2023 and December 31, 2022, the amount of Class A ordinary shares reflected on the condensed balance sheets are reconciled in the following table: Gross proceeds from IPO $ 130,000,000 Less: Fair value of proceeds allocated to Public Warrants (4,940,000) Fair value of proceeds allocated to overallotment liability (390,000) Class A ordinary shares issuance cost (7,312,390) Plus: Remeasurement of Class A ordinary shares subject to possible redemption at initial public offering 17,154,453 Class A ordinary shares subject to possible redemption as of December 31, 2022 134,512,063 Plus: Remeasurement of Class A ordinary shares subject to possible redemption 1,427,334 Class A ordinary shares subject to possible redemption as of March 31, 2023 $ 135,939,397 |
Redeemable Share Classification | Redeemable Share Classification The Company’s ordinary shares that will be sold as part of the Units in the IPO (“public ordinary shares”) contain a redemption feature which allows for the redemption of such public shares in connection with a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies public ordinary shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The public ordinary shares sold as part of the Units in the IPO will be issued with other freestanding instruments (i.e., Public Warrants) and as such, the initial carrying value of public ordinary shares classified as temporary equity, and the Public Warrants will be considered a derivative liability and as such, the fair value of the Public Warrants is bifurcated and presented as a liability. The public ordinary shares are subject to ASC 480-10-S99 and are currently not redeemable as the redemption is contingent upon the occurrence of events mentioned above. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13 – Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). This update requires financial assets measured at amortized cost basis to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. Since June 2016, the FASB issued clarifying updates to the new standard including changing the effective date for smaller reporting companies. The guidance is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2016-13 on January 1, 2023. The adoption of ASU 2016-13 did not have a material impact on its financial statements. The Company’s management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying unaudited condensed financial statements. |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION | |
Schedule of reconciliation of basic and diluted net income per share for each class of ordinary shares | For the Three Months Ended March 31, 2023 2022 Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income $ 1,428,711 $ 357,178 $ 5,317,473 $ 1,869,424 Denominator: Weighted average shares outstanding 13,000,000 3,250,000 9,244,444 3,250,000 Basic and diluted net income per share $ 0.11 $ 0.11 $ 0.58 $ 0.58 |
Schedule of reconciliation Class A ordinary shares reflected on the balance sheet | Gross proceeds from IPO $ 130,000,000 Less: Fair value of proceeds allocated to Public Warrants (4,940,000) Fair value of proceeds allocated to overallotment liability (390,000) Class A ordinary shares issuance cost (7,312,390) Plus: Remeasurement of Class A ordinary shares subject to possible redemption at initial public offering 17,154,453 Class A ordinary shares subject to possible redemption as of December 31, 2022 134,512,063 Plus: Remeasurement of Class A ordinary shares subject to possible redemption 1,427,334 Class A ordinary shares subject to possible redemption as of March 31, 2023 $ 135,939,397 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
FAIR VALUE MEASUREMENTS | |
Schedule of company's liabilities that are measured at fair value | Quoted Significant Significant Prices in Other Other Active Observable Unobservable March 31, Markets Inputs Inputs 2023 (Level 1) (Level 2) (Level 3) Liabilities Warrant liabilities – Public Warrants $ 455,000 $ 455,000 $ — $ — Warrant liabilities – Private Placement Warrants 553,000 — 553,000 — $ 1,008,000 $ 455,000 $ 553,000 $ — Quoted Significant Significant Prices in Other Other Active Observable Unobservable December 31, Markets Inputs Inputs 2022 (Level 1) (Level 2) (Level 3) Liabilities Warrant liabilities – Public Warrants $ 780,000 $ 780,000 $ — $ — Warrant liabilities – Private Placement Warrants 948,000 — 948,000 — $ 1,728,000 $ 780,000 $ 948,000 $ — |
ORGANIZATION AND BUSINESS OPE_2
ORGANIZATION AND BUSINESS OPERATION (Details) - USD ($) | 3 Months Ended | |||||
Apr. 13, 2023 | Jan. 27, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Apr. 27, 2023 | Dec. 31, 2022 | |
ORGANIZATION AND BUSINESS OPERATION | ||||||
Proceeds from private placement | $ 7,900,000 | |||||
Transaction costs | $ 7,647,620 | |||||
Underwriting discount | 2,600,000 | |||||
Deferred underwriting discount | 4,550,000 | |||||
Other offering costs | 497,620 | |||||
Cash held outside of the trust account | $ 2,494,203 | $ 934,612 | $ 1,103,214 | |||
Threshold minimum aggregate fair market value as a percentage of the net assets held in the Trust Account | 80% | |||||
Threshold percentage of outstanding voting securities of the target to be acquired by post-transaction Company to complete Business Combination | 50% | |||||
Share price | $ 10.20 | |||||
Redemption of shares calculated based on business days prior to consummation of business combination (in days) | 185 days | |||||
Trust Account balance amount | $ 135,939,397 | 134,512,063 | ||||
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent) | 100% | |||||
Threshold business days for redemption of Public Shares | 10 days | |||||
Maximum net interest to pay dissolution expenses | $ 100,000 | |||||
Cash on hand | 934,612 | $ 1,103,214 | ||||
Working capital | $ 425,178 | |||||
Subsequent Event | ||||||
ORGANIZATION AND BUSINESS OPERATION | ||||||
Number of units sold | 13,000,000 | |||||
Period to consummate the initial Business Combination, if Extension Amendment Proposal passed (in months) | 7 months | |||||
Number of Public Shares redeemed | 7,399,517 | |||||
Redemption price per share | $ 10.47 | |||||
Aggregate redemption amount | $ 77,500,000 | |||||
Number of Public Shares remaining outstanding | 5,600,483 | |||||
Trust Account balance amount | $ 58,600,000 | |||||
Aggregate contribution of Sponsor | $ 150,000 | $ 150,000 | ||||
Maximum contribution per share | $ 0.0375 | |||||
Minimum net tangible assets of the target | $ 5,000,001 | |||||
Principal amount | $ 1,050,000 | $ 1,050,000 | ||||
Class B ordinary shares | ||||||
ORGANIZATION AND BUSINESS OPERATION | ||||||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||||
Class B ordinary shares | Subsequent Event | ||||||
ORGANIZATION AND BUSINESS OPERATION | ||||||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | |||||
Initial public offering | ||||||
ORGANIZATION AND BUSINESS OPERATION | ||||||
Number of units sold | 13,000,000 | |||||
Purchase price, per unit | $ 10 | |||||
Gross proceeds from issuance initial public offering | $ 130,000,000 | |||||
Net proceeds from issuance initial public offering | $ 132,600,000 | |||||
Share price | $ 10.20 | $ 10.46 | ||||
Private placement | Private Placement Warrants | ||||||
ORGANIZATION AND BUSINESS OPERATION | ||||||
Number of warrants issued | 7,900,000 | |||||
Price of warrant | $ 1 | |||||
Proceeds from private placement | $ 7,900,000 |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | Jan. 27, 2022 | |
SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION | ||||
Cash equivalents | $ 0 | $ 0 | ||
Cash held | 934,612 | 1,103,214 | ||
Unrecognized tax benefits | 0 | 0 | ||
Unrecognized tax benefits accrued for interest and penalties | 0 | $ 0 | ||
Offering costs | $ 7,647,620 | |||
Underwriting fees | 2,600,000 | |||
Deferred underwriting fees | 4,550,000 | |||
Other offering costs | $ 497,620 | |||
Offering costs as a reduction of temporary equity | $ 7,253,390 | |||
Warrant issuance costs | $ 335,231 | |||
Class B ordinary shares | ||||
SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION | ||||
Shares subject to forfeiture | 487,500 | 487,500 |
SIGNIFICANT ACCOUNTING POLICI_5
SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION - Reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Class A ordinary shares | ||
SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION | ||
Allocation of net (loss) income | $ 1,428,711 | $ 5,317,473 |
Weighted average shares outstanding, basic | 13,000,000 | 9,244,444 |
Basic net income per share | $ 0.11 | $ 0.58 |
Class B ordinary shares | ||
SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION | ||
Allocation of net (loss) income | $ 357,178 | $ 1,869,424 |
Weighted average shares outstanding, basic | 3,250,000 | 3,250,000 |
Weighted average shares outstanding, diluted | 3,250,000 | 3,250,000 |
Basic net income per share | $ 0.11 | $ 0.58 |
Diluted net income per share | $ 0.11 | $ 0.58 |
SIGNIFICANT ACCOUNTING POLICI_6
SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION - Class A ordinary shares reflected on the condensed balance sheets (Details) - Class A ordinary shares subject to possible redemption - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION | ||
Gross proceeds from IPO | $ 130,000,000 | |
Fair value of proceeds allocated to Public Warrants | (4,940,000) | |
Fair value of proceeds allocated to overallotment liability | (390,000) | |
Class A ordinary shares issuance cost | (7,312,390) | |
Remeasurement of Class A ordinary shares subject to possible redemption at initial public offering | $ 1,427,334 | 17,154,453 |
Class A ordinary shares subject to possible redemption | $ 135,939,397 | $ 134,512,063 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details) - USD ($) | 3 Months Ended | |
Jan. 27, 2022 | Mar. 31, 2023 | |
Public Warrants | ||
Initial Public Offering | ||
Number of warrants in a unit | 0.50 | |
Public Warrants expiration term after the completion of a business combination | 30 days | |
Public Warrants expiration term | 5 years | |
Initial public offering | ||
Initial Public Offering | ||
Number of units sold | 13,000,000 | |
Purchase price, per unit | $ 10 | |
Gross proceeds from issuance initial public offering | $ 130,000,000 | |
Number of shares in a unit | 1 | |
Number of shares issuable per warrant | 1 | |
Initial public offering | Public Warrants | ||
Initial Public Offering | ||
Number of warrants in a unit | 0.50 | |
Exercise price of warrants | $ 11.50 |
PRIVATE PLACEMENT (Details)
PRIVATE PLACEMENT (Details) - USD ($) | 3 Months Ended | ||
Jan. 27, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
PRIVATE PLACEMENT | |||
Aggregate purchase price | $ 7,900,000 | ||
Private placement | Private Placement Warrants | |||
PRIVATE PLACEMENT | |||
Number of warrants issued | 7,900,000 | ||
Price of warrants | $ 1 | ||
Aggregate purchase price | $ 7,900,000 | ||
Warrants to be transferred, assigned or sold, term | 30 days |
RELATED PARTY TRANSACTIONS - Fo
RELATED PARTY TRANSACTIONS - Founder Shares (Details) | 1 Months Ended | 3 Months Ended | ||||
Apr. 01, 2022 USD ($) $ / shares shares | Mar. 10, 2022 USD ($) | Jun. 02, 2021 USD ($) $ / shares shares | Mar. 31, 2022 USD ($) shares | Mar. 31, 2023 USD ($) D $ / shares shares | Dec. 31, 2022 $ / shares shares | |
RELATED PARTY TRANSACTIONS | ||||||
Price per share | $ 10.20 | |||||
Class B ordinary shares | ||||||
RELATED PARTY TRANSACTIONS | ||||||
Common shares, par value (per share) | $ 0.0001 | $ 0.0001 | ||||
Shares subject to forfeiture | shares | 487,500 | 487,500 | ||||
Consideration of shares surrendered for cancellation | $ | $ 0 | |||||
Founder shares | ||||||
RELATED PARTY TRANSACTIONS | ||||||
Restrictions on transfer period of time after business combination completion | 1 year | |||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ 12 | |||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 20 | |||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 30 | |||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | |||||
Founder shares | Maximum | ||||||
RELATED PARTY TRANSACTIONS | ||||||
Shares subject to forfeiture | shares | 487,500 | |||||
Founder shares | Sponsor | ||||||
RELATED PARTY TRANSACTIONS | ||||||
Number of shares surrendered for cancellation | shares | 487,500 | |||||
Consideration of shares surrendered for cancellation | $ | $ 0 | |||||
Number of shares transferred | shares | 22,000 | |||||
Fair value | $ | $ 101,640 | |||||
Price per share | $ 4.62 | |||||
Stock-based compensation expense recognized | $ | $ 0 | |||||
Founder shares | Sponsor | Class B ordinary shares | ||||||
RELATED PARTY TRANSACTIONS | ||||||
Consideration received | $ | $ 25,000 | |||||
Purchase price, per unit | $ 0.007 | |||||
Number of shares issued | shares | 3,737,500 | |||||
Common shares, par value (per share) | $ 0.0001 |
RELATED PARTY TRANSACTIONS - Pr
RELATED PARTY TRANSACTIONS - Promissory Note - Related Party (Details) - USD ($) | 3 Months Ended | ||||||
Jan. 27, 2022 | Mar. 31, 2022 | Apr. 27, 2023 | Apr. 13, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Jun. 02, 2021 | |
RELATED PARTY TRANSACTIONS | |||||||
Repayment of promissory note - related party | $ 142,350 | ||||||
Subsequent Event | |||||||
RELATED PARTY TRANSACTIONS | |||||||
Principal amount | $ 1,050,000 | $ 1,050,000 | |||||
Aggregate contribution of Sponsor | $ 150,000 | $ 150,000 | |||||
Promissory note - related party | |||||||
RELATED PARTY TRANSACTIONS | |||||||
Maximum borrowing capacity of related party promissory note | $ 300,000 | ||||||
Repayment of promissory note - related party | $ 142,350 | ||||||
Outstanding balance of related party note | $ 0 | $ 0 |
RELATED PARTY TRANSACTIONS - Wo
RELATED PARTY TRANSACTIONS - Working Capital Loans (Details) - Working capital loans - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
RELATED PARTY TRANSACTIONS | ||
Working Capital Loans convertible into warrants | $ 1,500,000 | |
Price of warrant | $ 1 | |
Outstanding balance of related party note | $ 0 | $ 0 |
COMMITMENTS & CONTINGENCIES (De
COMMITMENTS & CONTINGENCIES (Details) | 3 Months Ended | |
Jan. 27, 2022 USD ($) shares | Mar. 31, 2023 USD ($) item shares | |
COMMITMENTS & CONTINGENCIES | ||
Maximum number of demands for registration of securities | item | 3 | |
Deferred underwriting discount | $ | $ 4,550,000 | |
Class A ordinary shares | ||
COMMITMENTS & CONTINGENCIES | ||
Number of shares in a unit | 1 | |
Underwriting agreement | ||
COMMITMENTS & CONTINGENCIES | ||
Underwriters Option Period | 45 days | |
Number of units sold | 1,950,000 | |
Cash underwriting discount, percentage | 2% | |
Underwriter cash discount | $ | $ 2,600,000 | |
Deferred Underwriting Discount, Percentage | 3.50% | |
Deferred underwriting discount | $ | $ 4,550,000 | |
Forward purchase agreement | Sponsor Affiliate | ||
COMMITMENTS & CONTINGENCIES | ||
Number of units sold | 4,000,000 | |
Number of warrants in a unit | 0.50 | |
Gross proceeds from issuance of Units | $ | $ 40,000,000 | |
Number of Units purchased | 4,000,000 | |
Forward purchase agreement | Class A ordinary shares | Sponsor Affiliate | ||
COMMITMENTS & CONTINGENCIES | ||
Number of shares in a unit | 1 |
SHAREHOLDERS' DEFICIT - Preferr
SHAREHOLDERS' DEFICIT - Preferred Stock Shares (Details) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
SHAREHOLDERS' DEFICIT | ||
Preferred shares, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred shares, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
SHAREHOLDERS' DEFICIT - Common
SHAREHOLDERS' DEFICIT - Common Stock Shares (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 10, 2022 USD ($) shares | Mar. 31, 2023 Vote $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | |
Class A ordinary shares | |||
SHAREHOLDERS' DEFICIT | |||
Common shares, shares authorized (in shares) | 200,000,000 | 200,000,000 | |
Common shares, par value (per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Ratio to be applied to the stock in the conversion | 20 | ||
Conversion ratio | 1 | ||
Class A ordinary shares subject to possible redemption | |||
SHAREHOLDERS' DEFICIT | |||
Class A common stock subject to possible redemption, outstanding (in shares) | 13,000,000 | 13,000,000 | |
Class A ordinary shares not subject to possible redemption | |||
SHAREHOLDERS' DEFICIT | |||
Common shares, shares issued (in shares) | 0 | 0 | |
Common shares, shares outstanding (in shares) | 0 | 0 | |
Class B ordinary shares | |||
SHAREHOLDERS' DEFICIT | |||
Common shares, shares authorized (in shares) | 20,000,000 | 20,000,000 | |
Common shares, par value (per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Common shares, votes per share | Vote | 1 | ||
Common shares, shares issued (in shares) | 3,250,000 | 3,250,000 | |
Common shares, shares outstanding (in shares) | 3,250,000 | 3,250,000 | |
Shares subject to forfeiture | 487,500 | 487,500 | |
Consideration of shares forfeited | $ | $ 0 | ||
Ratio to be applied to the stock in the conversion | 20 | ||
Number of founder shares surrendered | 487,500 | ||
Consideration of shares surrendered for cancellation | $ | $ 0 | ||
Class B ordinary shares including shares subject to forfeiture | |||
SHAREHOLDERS' DEFICIT | |||
Common shares, shares outstanding (in shares) | 3,737,500 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Liabilities, Fair Value Disclosure | |||
Warrant liabilities | $ 1,008,000 | $ 1,728,000 | |
Gain on expiration of overallotment option | $ 390,000 | ||
Public Warrants | |||
Liabilities, Fair Value Disclosure | |||
Number of warrants in a unit | 0.50 | ||
Recurring | |||
Liabilities, Fair Value Disclosure | |||
Warrant liabilities | $ 1,008,000 | 1,728,000 | |
Recurring | Public Warrants | |||
Liabilities, Fair Value Disclosure | |||
Warrant liabilities | 455,000 | 780,000 | |
Recurring | Private Placement Warrants | |||
Liabilities, Fair Value Disclosure | |||
Warrant liabilities | $ 553,000 | 948,000 | |
Class A ordinary shares | |||
Liabilities, Fair Value Disclosure | |||
Number of shares in a unit | 1 | ||
Level 1 | Recurring | |||
Liabilities, Fair Value Disclosure | |||
Warrant liabilities | $ 455,000 | 780,000 | |
Level 1 | Recurring | Public Warrants | |||
Liabilities, Fair Value Disclosure | |||
Warrant liabilities | 455,000 | 780,000 | |
Level 2 | Recurring | |||
Liabilities, Fair Value Disclosure | |||
Warrant liabilities | 553,000 | 948,000 | |
Level 2 | Recurring | Private Placement Warrants | |||
Liabilities, Fair Value Disclosure | |||
Warrant liabilities | $ 553,000 | $ 948,000 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) | Apr. 13, 2023 | Apr. 27, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
SUBSEQUENT EVENTS | ||||
Trust Account balance amount | $ 135,939,397 | $ 134,512,063 | ||
Class A ordinary shares | ||||
SUBSEQUENT EVENTS | ||||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Class B ordinary shares | ||||
SUBSEQUENT EVENTS | ||||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Subsequent Event | ||||
SUBSEQUENT EVENTS | ||||
Aggregate contribution of Sponsor | $ 150,000 | $ 150,000 | ||
Maximum contribution per share | $ 0.0375 | |||
Minimum net tangible assets of the target | $ 5,000,001 | |||
Period to consummate the initial Business Combination, if Extension Amendment Proposal passed (in months) | 7 months | |||
Number of Public Shares redeemed | 7,399,517 | |||
Number of units sold | 13,000,000 | |||
Redemption price per share | $ 10.47 | |||
Aggregate redemption amount | $ 77,500,000 | |||
Number of Public Shares remaining outstanding | 5,600,483 | |||
Trust Account balance amount | $ 58,600,000 | |||
Principal amount | $ 1,050,000 | $ 1,050,000 | ||
Subsequent Event | Class B ordinary shares | ||||
SUBSEQUENT EVENTS | ||||
Ordinary shares, par value (in dollars per share) | $ 0.0001 |